Serendipity Capital Acquisition Corp. PO Box 309, Ugland House Grand Cayman, KY1-1104Securities Subscription Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into by and between Serendipity Capital Sponsor Ltd., a Cayman Islands exempted company (the “Subscriber” or “you”), and Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 Class B ordinary shares of $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2021, is made and entered into by and among Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Serendipity Capital Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Serendipity Capital Acquisition Corp. Level 11, Asia Square Tower 2 Singapore 018961Underwriting Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Goldman Sachs (Asia) L.L.C., as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 28,750,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectu
WARRANT AGREEMENT SERENDIPITY CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2021Warrant Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2021, is by and between Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Serendipity Capital Acquisition Corp. 25,000,000 Units Underwriting AgreementUnderwriting Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 25,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 3,750,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”). To the extent that there are no additional Underwriters listed on Schedule I other than you, the term Underwriter shall mean either the singular or plural as the context requires.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 7th, 2021 • Serendipity Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Serendipity Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Serendipity Capital Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”), and Stephen Fitzgerald (together with the Sponsor, the “Purchasers”).
